How Barnes & Noble Destroyed Itself

It's no secret that Barnes & Noble (NYS: BKS) is in trouble. Faced with the unrelenting onslaught of competition from the likes of (NAS: AMZN) and Apple (NAS: AAPL) -- which coincidentally is rumored to have developed a 7-inch tablet more directly competitive with B&N's Nook -- I don't think it's much of an exaggeration to say that the bookseller's days are numbered.

While most of the reasons for B&N's ongoing decline are well known, there's one primary contributing factor that isn't as commonly discussed. I came across a chart the other day which illustrates this point extremely well. But before getting to it, let's briefly retrace the combination of variables that left the former giant so vulnerable.

An unnecessary tragedy
What makes B&N's story tragic from a shareholder's and book-lover's perspective is that it wasn't inevitable. The company would be in an entirely different position if its leadership hadn't pooh-poohed online retail in the late 1990s, when the now-dominant Amazon was in its infancy. Consider this from its 1998 annual report: "Although it is clear the World Wide Web, with its profound possibilities, will become a major component of the future of bookselling and publishing, we believe retail bookstores will remain the foundation of our industry . . . shopping and browsing in a bookstore is an irreplaceable experience, and it is woven securely into the fabric of our American culture [emphasis added]."

It'd also be in a different position if it hadn't procrastinated in the digital book arena, releasing the underwhelming Nook a full two years after Amazon had released the Kindle. By that time an estimated 1 million Kindles were being sold each year, tethering droves of current and future customers to Amazon. And it even didn't seek the committed help of a big-name tech company until earlier this year, when it announced a partnership with Microsoft (NAS: MSFT) a mere two months before Google (NAS: GOOG) jumped into the tablet wars as well with its own 7-inch Nexus 7.

B&N also didn't help its cause by wasting over a billion dollars on share buybacks on the eve of the financial crisis. Just over three years ago, its management boasted about repurchasing a staggering 33 million shares for a total cost of $1 billion. That equates to an average of $30 per share, more than double the $13 that they're trading for today. In retrospect, it was a shocking and colossal waste of money.

An inexcusable act
Of course, absent the benefit of hindsight, these mistakes are arguably excusable as failures in business judgment or as the natural consequence of Joseph Schumpeter's "creative destruction" or Clayton Christensen's "innovator's dilemma." They're the result of negligence and not premeditation; financial manslaughter and not murder.

But with the company now running out of cash and hurtling toward insolvency, and even without the benefit of hindsight, there's one wound that the company unnecessarily and egregiously inflicted upon itself that can't be so innocently dismissed.

In 2009, the company paid its chairman of the board, Len Riggio, nearly $600 million for B&N College, an amalgamation of campus-based bookstores that controlled the rights to the parent company's trade name and was then owned by Riggio and his wife.

At the time, it looked like a classic covetous overreach by an executive to extract capital without selling shares. When all that's left of B&N is a Harvard case study, however, my guess is that this blatant display of avarice and disregard for minority shareholders will be characterized more ominously as the proverbial straw that broke the camel's back.

BKS Tangible Book Value Chart

BKS Tangible Book Value data by YCharts

As you can see above, the insider transaction wasn't a mere peripheral occurrence. It fundamentally transformed B&N from a company with a so-called fortress balance sheet into a company with a negative tangible book value. In May of that year, B&N had no debt whatsoever on its balance sheet. But by October, notably following the transaction, a whopping $325 million in long-term debt and hundreds of millions more in liabilities magically appeared. And to make matters worse, these additions were counterbalanced with little more than $700 million in goodwill and other intangible assets.

The lesson to be learned here
Even though this might strike some as old news, the lesson to be learned here is timeless and invaluable to investors. Quite simply, be wary of large insider transactions, and particularly so when they serve in lieu of a stock sale and/or are accompanied by the appearance of impropriety. Indeed, there is no clearer sign that it's time for you to sell as well.

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The article How Barnes & Noble Destroyed Itself originally appeared on

Fool contributor John Maxfield's 401(k) owns shares of Barnes and Noble. The Motley Fool owns shares of Microsoft, Google, Apple, and Motley Fool newsletter services have recommended buying shares of, Google, Microsoft, and Apple. Motley Fool newsletter services have recommended creating a bull call spread position in Apple, creating a synthetic covered call position in Microsoft, and writing puts on Barnes & Noble. The Motley Fool has a disclosure policy. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. Try any of our Foolish newsletter services free for 30 days.

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John, love your article, but you missed a biggie--one I have been doing mini rants about for a long time. Before I start, it may appear that this is not business-oriented enough, but it's is the root of great retail marketing. Borders missed it bigtime. Barnes and Noble has, too, though their Nook was at least a nod in the right direction. It's covered this week in Time magazine. It's about paying attention to local marketing, local goodwill, local connections. And here it is:

For the most part B&N has ignored the possibilities of working with local authors regardless of how they are published. Vroman's (118 years as THE bookstore in Pasadena, CA) just instituted a program that isn't my ideal but certainly leans toward accommodating their local authors and their community--all while adding to their bottom line. Local authors with marketing knowhow can easily add 10% on any given day to a bookstore's net profit simply by driving traffic through their contact lists to buy books at any bookstore outlet. It should be part of an event program, a process I cover in my award-winning A Retailer's Guide to Frugal In-Store Promotions ( My Frugal Book Promoter ( is helping authors build the extensive media and personal contact lists that will benefit both them and their cooperating bookstores.
Ten percent for one event doesn't seem like a lot, but multiply that with a regular program of communityy service to authors and local readers and it can make a huge difference--even in the face of giant Amazon. Just ask Vroman's.

August 16 2012 at 4:45 PM Report abuse rate up rate down Reply